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Startup Incentive Agreement

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					       BUSINESS DEVELOPMENT ADVANCE INCENTIVE AGREEMENT

This agreement entered into this ____ day of October ,2010, at Stillwater, Oklahoma, by
and between Stillwater Industrial and Redevelopment Authority, and Aggie Development,
LLC.

                                WITNESSETH:

WHEREAS, Stillwater Industrial and Redevelopment Authority ("SIRA") is a public trust
created under Oklahoma Statutes, for the purpose of promoting and facilitating economic
development within the corporate limits of the City of Stillwater; and

WHEREAS, Aggie Development, LLC is an Oklahoma Limited Liability Corporation; and

WHEREAS, the City of Stillwater has established Business Improvement and Special
Services District No. 1 ("BID #1") for the purpose of promoting economic revitalization and
new development within the boundaries of said district; and

WHEREAS, Aggie Development, LLC intends to purchase and redevelop certain property
and buildings more particularly described in Exhibit “A,” hereto, that will permit operation
of restaurants and/or other retail businesses located at 701, 703, 705 and 707 South
Main, Stillwater, Oklahoma, all being within the boundaries of BID#1; and

WHEREAS, it is estimated that annual sales at these locations will be $3,500,000., all of
which is subject to City of Stillwater sales tax; and

WHEREAS, operation of said businesses at this location will encourage development of
other businesses in BID #1 that will generate additional sales tax income to benefit the
citizens of the City of Stillwater; and

WHEREAS, Aggie Development, LLC has requested that SIRA provide it an economic
development financial incentive to assist with capital start-up costs; and

WHEREAS, SIRA has adopted programs to provide such economic development
incentives; and

WHEREAS, the Trustees of the Stillwater Industrial and Redevelopment Authority find that
providing an economic development incentive to Aggie Development, LLC for capital start-
up costs will promote economic development that will benefit all citizens of said City.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL
COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, THE STILLWATER
INDUSTRIAL AND REDEVELOPMENT AUTHORITY AND AGGIE DEVELOPMENT, LLC,
AGREE AS FOLLOWS:
1. Loan: SIRA shall loan to Aggie Development, LLC the sum of eighty-four thousand
dollars ($84,000.00), said amount being equal to twenty-five percent (25%) of the
estimated unrestricted sales tax revenues to be generated by Aggie Development, LLC for
the sale of food, beverages, goods and services during the period beginning January 1,
2011 and ending December 31, 2016. The interest rate for said loan shall be two percent
(2%), per annun.

2. Repayment: SIRA shall apply any funds received by it from the City of Stillwater
derived from the collection of taxes on the sale of food, beverages and other goods by any
and all businesses operating at 701, 703, 705 and 707 South Main, Stillwater, Oklahoma
to re-payment of the outstanding balance of, and interest accrued on, said loan. Such
payments shall be made on an annual basis beginning January 1, 2012, and shall
continue until the last payment is made on December 31, 2016, or until the entire unpaid
balance of said loan and interest accruing thereon has been paid, whichever occurs first.
Should businesses operating at 701, 703, 705 and 707 South Main, Stillwater, Oklahoma
fail to generate sufficient taxable revenue to pay off the balance of said loan and interest
accrued thereon before December 31, 2016, then Aggie Development, LLC shall pay to
SIRA on or before March1, 2017, any unpaid balance, with interest accrued thereon until
the date of any such payment to SIRA. SIRA shall not apply any such funds for payment
as provided in this paragraph until it receives from Aggie Development, LLC copies of
Oklahoma Tax Commission sales tax remittance reports showing the amount of sales tax
paid on all sales made at 701, 703, 705 and 707 South Main, Stillwater, Oklahoma. Aggie
Development, LLC corporate auditor or other financial officer shall certify the accuracy of
all such sales tax remittance reports.

3. Confidentiality: SIRA shall maintain the confidentiality of any sales tax records
submitted by Aggie Development, LLC and businesses located at 701, 703, 705 and 707
South Main, Stillwater, Oklahoma under this agreement to the extent permitted by law.

4. Operation of Business: Should Aggie Development, LLC or any business located at
701, 703, 705 and 707 South Main, Stillwater, Oklahoma, cease operation for any reason
during the term of this agreement, SIRA shall have no obligation to apply tax proceeds for
payment as set forth in Paragraph 2, herein. Should such suspension of operation be
temporary in nature, such obligation shall be suspended until full operation of said
business is restored by Aggie Development, LLC and/or businesses located at 701, 703,
705 and 707 South Main, Stillwater, Oklahoma, or a successor business(es) commence(s)
operation at said location(s). Should Aggie Development, LLC cease operation, any
unpaid loan balance and interest accrued thereon, shall immediately become due and
payable to SIRA.

5. Mortgage: Aggie Development, LLC shall execute a mortgage note on the property
located at 701, 703, 705 and 707 South Main, Stillwater, Oklahoma, in the amount of the
loan, as security for re-payment thereof, prior to release of the loan proceeds.
6. Advertising: Aggie Development, LLC shall provide the City of Stillwater at City’s
option a tagline or other identification with all advertising purchased during the term of this
agreement.

7. Assignment: This agreement is not assignable.

8. Entire Agreement: SIRA and Aggie Development, LLC acknowledge that this
document constitutes their entire agreement and there are no other representations,
understandings, stipulations, or other agreements relating to the matters contained herein.

9. Amendment: This agreement may not be altered, waived, or amended except by
written agreement signed by both parties.

                                                  STILLWATER INDUSTRIAL AND
                                                  REDEVELOPMENT AUTHORITY


                                                  __________________________________
                                                  NATHAN BATES, CHAIRMAN
ATTEST:

_____________________________
MARCY ALEXANDER, SECRETARY

              APPROVED AS TO FORM AND LEGALITY THIS ___DAY OF 2010.


                                                  __________________________________
                                                  JOHN E. DORMAN
                                                  CITY ATTORNEY/GENERAL COUNSEL




                                                  AGGIE DEVELOPMENT, LLC



                                                  __________________________________



ATTEST


_____________________________
SECRETARY



STATE OF OKLAHOMA          )
                           ) ss.
COUNTY OF PAYNE            )
Before me, a Notary Public in and for said County and State, on this______day of_____,
2010, personally appeared __________to me known to be the identical person(s) who
executed the within and foregoing instrument and acknowledged to me that he executed
the same as his free and voluntary act and deed for the uses and purposes therein set
forth.

Given under my hand and seal the day and year last above written.



                                       __________________________________
                                                  Notary Public
(Seal)

				
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